INDEMNIFICATION AGREEMENTIndemnification Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
SPIRIT REALTY CAPITAL, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • Arizona
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 30, 2012, is entered into by and among Spirit Realty Capital, Inc. (the “Company”) and Gregg A. Seibert (the “Employee”). This Agreement amends and restates in its entirety that certain Employment Agreement, effective January 3, 2012 (the “Effective Date”), by and between the Company (d/b/a Spirit Finance Corporation), Redford Holdco, LLC (“Holdco”) and the Employee (the “Prior Agreement”), which amended and restated, in its entirety, that certain employment offer letter between the Company and the Employee dated January 12, 2011.
•] Shares SPIRIT CAPITAL REALTY, INC. COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • New York
Spirit Capital Realty, Inc., a Maryland corporation (the “Company”), and Spirit Finance Acquisitions, LLC, a Delaware limited liability company, that will convert into Spirit Realty, L.P., a Delaware limited partnership, on or prior to the Closing Date (as defined in Section 4) (the “Operating Partnership”), each confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”), Macquarie Capital (USA) Inc., UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC as representatives (the “Representatives”) of the several underwriters named in Schedule I hereto (the “Underwriters”) with respect to the proposed issuance and sale of [•] shares of the Company’s common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional [•] shares of its common stock, $0.01 par value per share (the “Additional Shares”), if and to the extent that you, as Representatives of the Und
U.S. $100,000,000 CREDIT AGREEMENT dated as of , 2012 among SPIRIT REALTY, L.P., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, as the Administrative Agent DEUTSCHE BANK SECURITIES INC. as Lead...Credit Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts
THIS CREDIT AGREEMENT, dated as of , 2012, is between SPIRIT REALTY, L.P., a Delaware limited partnership (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as the administrative agent (in such capacity, the “Administrative Agent”) and the various financial institutions as are or may become parties hereto (together with DBNY, collectively the “Lenders” and individually, a “Lender”).
AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P. a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE...Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF SPIRIT REALTY, L.P., dated as of [ ], 2012, is made and entered into by and among Spirit General OP Holdings, LLC, a Delaware limited liability company, as the General Partner, Spirit Realty Capital, Inc., a Maryland corporation, as the Special Limited Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto. This Agreement shall be effective at the Effective Time.
CONSENT TO TRANSACTIONSpirit Realty Capital, Inc. • June 8th, 2012 • Real estate investment trusts
This Consent to Transaction (this “Agreement”) is entered into as of , 2012, by and among SPIRIT SPE PORTFOLIO 2006-1, LLC and SPIRIT SPE PORTFOLIO 2006-2, LLC, each a Delaware limited liability company (collectively, “Borrower”), SPIRIT REALTY CAPITAL, INC., a Maryland corporation (f/k/a Spirit Finance Corporation) (“Existing Guarantor”), SPIRIT REALTY, L.P., a Delaware limited partnership (“New Guarantor” and New Guarantor and Existing Guarantor are sometimes hereinafter referred to as “Guarantor”) and U.S. BANK NATIONAL ASSOCIATION, as trustee, successor–in-interest to Bank of America, N.A., as trustee, successor by merger to LaSalle Bank National Association, as trustee, under that certain Pooling and Servicing Agreement dated as of June 1, 2006 (the “Citigroup 2006-C4 PSA”), for the Registered Holders of Citigroup Commercial Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates, Series 2006-C4 (“Noteholder Citigroup 2006-C4”), U.S. BANK NATIONAL ASSOCIATION, as Trus
CONSENT AND ACKNOWLEDGMENT AND EIGHTH AMENDMENT TO LOAN AGREEMENT (WBCMT 2007-C33, Loan No. 069000011) (84 Lumber)Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • New York
THIS CONSENT AND ACKNOWLEDGMENT AGREEMENT AND EIGHTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is entered into as of this day of , 2012 (the “Effective Date” or the “Offering Date”), by and among U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WACHOVIA BANK COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C33, having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, MAC D 1086-120, 550 S. Tryon Street, 14th Floor, Charlotte, NC 28202, Re: WBCMT 2007-C33, Loan No. 069000011 (“Lender”), SPIRIT SPE PORTFOLIO 2007-2, LLC, a Delaware limited liability company (“Borrower”), SPIRIT REALTY CAPITAL, INC. (f/k/a Spirit Finance Corporation), a Maryland corporation (“Existing Guarantor”), and SPIRIT REALTY, L.P., a Delaware limited partnership (“New Guarantor” and, together with Existing Guarantor, individually or collectively, as the context may require, “Guarantor”), each having an address at 14
SPIRIT FINANCE CORPORATION REDFORD HOLDCO, LLC EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • Arizona
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 4, 2011 (the “Effective Date”), by and among Spirit Finance Corporation (the “Company”), Redford Holdco, LLC (“Holdco”), and Michael Bender (the “Employee”).
OMNIBUS MODIFICATION AGREEMENTOmnibus Modification Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • New York
THIS OMNIBUS MODIFICATION AGREEMENT (this “Agreement”) is made effective as of this [ ] day of [ ], 2012 (the “Effective Date”), by and among Spirit Master Funding, LLC, a Delaware limited liability company (“SMF”), Spirit Master Funding II, LLC, a Delaware limited liability company (“SMF II”) and Spirit Master Funding III, LLC, a Delaware limited liability company (“SMF III”; and collectively with SMF and SMF II, the “Issuers”), Spirit Realty Capital, Inc., a Maryland corporation (formerly known as Spirit Finance Corporation) (“Spirit”), Spirit Realty, L.P., a Delaware limited partnership (as successor by conversion to Spirit Finance Acquisitions, LLC, a Delaware limited liability company) (“Spirit LP”), Midland Loan Services, a Division of PNC Bank, National Association (“Midland”), Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation (the “Insurer”), Citibank, N.A., a national banking association (the “Indenture Trustee”), Spirit Property Holdings, LLC, a D
SPIRIT FINANCE CORPORATION REDFORD HOLDCO, LLC EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2012 • Spirit Realty Capital, Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 20, 2011, by and among Spirit Finance Corporation (the “Company”), Redford Holdco, LLC (“Holdco”), (each, an “Employer,” and collectively, the “Employers”) and Thomas H. Nolan, Jr. (the “Employee”).
